TIDMGSD
RNS Number : 1627A
Fuhrer Family
02 October 2009
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
For immediate release2 October 2009
FUrther revised PROPOSALS FOR THE CASH ACQUISITION
of
GOLDSHIELD GROUP PLC
by
AIT INVESTMENTS LIMITED
1. Introduction
On 18 September 2009, AIT and the Independent Directors of Goldshield published
an announcement (the "18 September Announcement") that they had reached
agreement on terms for the cash acquisition by AIT of Goldshield.
Subsequently, on 23 September 2009, AIT and the Independent Directors published
an announcement that they had reached agreement on revised terms (the "23
September Proposals") for the cash acquisition by AIT of Goldshield at a price
of 450 pence per Goldshield Share.
On 25 September 2009, Midas Bidco Limited announced the terms of a competing
cash acquisition of Goldshield at a price of 460 pence per Goldshield Share.
AIT now announces further revised terms for the cash acquisition by AIT of
Goldshield (the "Further Revised Proposals"). It is intended that the Further
Revised Proposals will be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
AIT urges the Independent Directors to recommend the Further Revised Proposals.
2. The Further Revised Proposals
Under the terms of the Further Revised Proposals, Scheme Shareholders will
receive 480 pence in cash for each Scheme Share held, valuing the entire issued
and to be issued share capital of Goldshield at approximately GBP176.8 million.
The price of 480 pence in cash for each Scheme Share (an increase of 30 pence
per share or approximately 6.7 per cent. compared to the 23 September Proposals)
represents:
* a premium of approximately 48.4 per cent. to the price of 323.5 pence per
Goldshield Share (being the Closing Price on 23 June 2009, the day before the
announcement by Goldshield that it had received approaches concerning a possible
offer);
* a premium of approximately 48.2 per cent. to the price of 323.8 pence per
Goldshield Share (being the average Closing Price for the three-month period
ending on 23 June 2009, the day before the announcement by Goldshield that it
had received approaches concerning a possible offer); and
* a premium of approximately 66.9 per cent. to the price of 287.6 pence per
Goldshield Share (being the average Closing Price for the period between 4
December 2008, the day after the dismissal of the SFO case and 23 June 2009, the
day before the announcement by Goldshield that it had received approaches
concerning a possible offer).
Scheme Shareholders (other than certain overseas shareholders) will also be able
to elect to receive Loan Notes to be issued by AIT, as set out in the 18
September Announcement.
3. Financing of the Further Revised Proposals
Rothschild has confirmed that it is satisfied that sufficient resources are
available to AIT to satisfy in full the cash consideration payable to Goldshield
Shareholders under the Further Revised Proposals.
4.General
AIT reserves the right, subject to the consent of the Panel, to elect to
implement the Acquisition by way of a takeover offer. In such event, such
takeover offer will be implemented on the same terms (subject to appropriate
amendments, including the inclusion of a customary condition relating to the
acceptance of such takeover offer by Goldshield Shareholders so that AIT shall
have acquired or agreed to acquire (whether pursuant to such takeover offer or
otherwise) Goldshield Shares in issue or unconditionally allotted at the
relevant date carrying in aggregate more than 50 per cent of the voting rights
exercisable at general meetings of Goldshield (being not less than 50 per cent
of the issued share capital of Goldshield at the relevant date, excluding
treasury shares)), so far as applicable, as those which would apply to the
Scheme.
Further details of the Further Revised Proposals will be set out in the Scheme
Document, which is expected to be posted to Goldshield Shareholders as soon as
practicable.
The Further Revised Proposals will be subject to the conditions set out in the
18 September Announcement and the further terms and conditions to be set out in
the Scheme Document.
Terms used but not defined in this announcement shall have the meanings given to
them in the 18 September Announcement.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on www.ait-investments.com by no later than 12.00 p.m. (London time)
on 5 October 2009.
Enquiries:
+--------------+-------------------+
| Rothschild | +44 20 7280 5000 |
| | |
+--------------+-------------------+
| Financial | |
| adviser | |
| to AIT | |
+--------------+-------------------+
| Hedley | |
| Goldberg | |
+--------------+-------------------+
| Julian | |
| Hudson | |
+--------------+-------------------+
| | |
+--------------+-------------------+
| Nomura | + 44 20 7776 1200 |
| Code | |
| Securities | |
| Limited | |
+--------------+-------------------+
| Broker | |
| to AIT | |
+--------------+-------------------+
| Chris | |
| Collins | |
+--------------+-------------------+
| Phil | |
| Walker | |
+--------------+-------------------+
| | |
+--------------+-------------------+
| Financial | +44 20 7831 3113 |
| Dynamics | |
+--------------+-------------------+
| Public | |
| relations | |
| adviser | |
| to AIT | |
+--------------+-------------------+
| Ben | |
| Atwell | |
+--------------+-------------------+
| Ben | |
| Brewerton | |
+--------------+-------------------+
| | |
+--------------+-------------------+
This announcement is not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or solicitation of any vote or approval in any jurisdiction pursuant to the
Further Revised Proposals or otherwise. The Further Revised Proposals will be
made through the Scheme Document, which will contain the full terms and
conditions of the Proposals (including details of how to vote in respect of the
Further Revised Proposals). Any acceptance of or other response to the Further
Revised Proposals should be made only on the basis of the information contained
in the Scheme Document. Goldshield Shareholders are advised to read the Scheme
Document carefully, once it has been dispatched.
Rothschild, which is authorised and regulated by the FSA in the United Kingdom,
is acting exclusively for AIT and no-one else in connection with the Acquisition
and will not be responsible to anyone other than AIT for providing the
protections afforded to clients of Rothschild nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement.
Nomura Code Securities Limited, which is authorised and regulated by the FSA in
the United Kingdom, is acting exclusively for AIT and no-one else in connection
with the Acquisition and will not be responsible to anyone other than AIT for
providing the protections afforded to clients of Nomura Code Securities Limited
nor for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the UK.
In particular, the Further Revised Proposals including the Loan Note Alternative
are not, unless decided otherwise by AIT, being made in or into, and are not
capable of acceptance in or from, Canada, Australia or Japan. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute documents in or into Canada, Australia or Japan.
The Loan Notes have not been, and, unless decided otherwise by AIT, will not be,
registered under applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan, the relevant clearances have not
been, and, unless decided otherwise by AIT, will not be, obtained from the
securities commission of any province of Canada and no prospectus in relation to
the Loan Notes has been, or, unless decided otherwise by AIT, will be, lodged
with, or registered by, the Australian Securities and Investments Commission or
the Japanese Ministry of Finance. Accordingly, the Loan Notes may not (unless an
exemption under the relevant securities laws is applicable or as otherwise
decided by AIT) be offered, sold, resold, delivered or transferred, directly or
indirectly, in or into Canada, Australia or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, a person located in Canada, Australia or Japan.
The Loan Notes that may be issued pursuant to the Further Revised Proposals have
not been and will not be registered under the US Securities Act or under the
relevant securities laws of any state or territory or other jurisdiction of the
United States and will not be listed on any stock exchange. Accordingly, Loan
Notes may not be offered, sold or delivered, directly or indirectly, in, into or
from the United States (or to US persons, as defined in Regulation S under the
US Securities Act).Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the Loan Notes, or
determined if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence.
US Holders should note that the Further Revised Proposals relate to the shares
of a UK company, are subject to UK disclosure requirements (which are different
from those of the US) and are proposed to be made by means of a scheme of
arrangement provided for under English law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Further Revised Proposals are subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US tender offer
rules. Financial information included in this announcement has been prepared,
unless specifically stated otherwise, in accordance with accounting standards
applicable in the UK and thus may not be comparable to the financial information
of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US. If AIT
exercises its right to implement the Acquisition by way of a takeover offer, the
takeover offer will be made in compliance with applicable US laws and
regulations.
The receipt of cash pursuant to the Further Revised Proposals by a US holder of
Goldshield Shares as consideration for the cancellation of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and other
tax laws. Each holder of Goldshield Shares is urged to consult his independent
professional adviser immediately regarding the tax consequences of the Further
Revised Proposals applicable to him.
It may be difficult for US Holders to enforce their rights and claims arising
out of US federal securities laws, since AIT and Goldshield are located in
countries other than the United States, and some or all of their officers and
directors may be residents of countries other than the United States. US Holders
may not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act, AIT or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
Goldshield Shares outside of the United States, other than pursuant to the
Further Revised Proposals, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to the Regulatory News Service
of the London Stock Exchange and will be available on the London Stock Exchange
website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Further Revised Proposals, and
other information published by AIT and Goldshield contain "forward-looking
statements". These statements are based on the current expectations of the
management of Goldshield and AIT and are naturally subject to uncertainty and
changes in circumstances. The forward-looking statements contained in this
announcement include statements relating to the expected effects of the
Acquisition on Goldshield, the expected timing and scope of the Acquisition, and
other statements other than historical facts. Forward-looking statements include
statements typically containing words such as "will", "may", "should",
"believe", "intends", "expects", "anticipates", "targets", "estimates" and words
of similar import. Although Goldshield and AIT believe that the expectations
reflected in such forward-looking statements are reasonable, Goldshield and AIT
can give no assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward?looking
statements. These factors include the satisfaction of the Conditions to the
Acquisition, as well as additional factors, such as: local and global political
and economic conditions; significant price discounting by competitors; changes
in consumer habits and preferences; foreign exchange rate fluctuations and
interest rate fluctuations (including those from any potential credit rating
decline); legal or regulatory developments and changes; the outcome of any
litigation; the impact of any acquisitions or similar transactions; competitive
product and pricing pressures; success of business and operating initiatives;
and changes in the level of capital investment. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual results. Neither Goldshield nor AIT undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Rule 8 Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Goldshield, all "dealings" in any "relevant securities"
of Goldshield (including by means of an option in respect of, or a derivative
referenced to, any such relevant securities) must be publicly disclosed by no
later than 3.30 p.m. on the business day following the date of the relevant
transaction. This requirement will continue until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Goldshield, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Goldshield by AIT or Goldshield, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon on the business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an interest by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a dealing under Rule 8, you should consult the Panel.
Please be aware that addresses, electronic addresses and certain other
information provided by Goldshield Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Goldshield may
be provided to AIT during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.6(c).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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